IBM
SmartCloud Enterprise Fall 2012 promotion for IBM Customers

Announcement Letter Number 312-107August 30, 2012

Value proposition

Cloud computing has reached a level of maturity and traction where
it has captured the imagination of enterprises worldwide. At the same
time savvy customers realize that cloud will play out over years.
As such customers are keen to align with a cloud provider that understands
the strategic context of cloud. IBM® and IBM SmartCloud™ Enterprise,
and our broader cloud portfolio are thus compelling.

The offer

For a limited time only, if you sign an Agreement for the IBM SmartCloud Enterprise
service offering, you can receive the eligible service at no charge
through November 11, 2012.

In order to qualify, you must not have signed any IBM Agreement for the eligible service
offering prior to signing the Agreement under the terms of this promotion.

During the promotional period, you will have the ability to provision
the following virtual machines deployed at the Toronto (Canada), Raleigh
(USA), Boulder (USA), Ehningen (Germany), Tokyo (Japan), or Singapore
datacenter, subject to availability:

SmartCloud Enterprise Object storage, available by request up
to 100 GB.

In addition, during the promotional period, you will have the ability
to deploy selected eligible images from IBM Software Group on the virtual machines you
provision. Eligible software images are available under one or more
of the following licensing options, and are defined by product:

the Bring Your Own License (BYOL) license option allows you to
deploy your own license for the software on IBM SmartCloud Enterprise.

the Pay As You Go (PAYG) license option allows you to deploy the
eligible software on IBM SmartCloud Enterprise without
the requirement to obtain a license for the software. With the exception
of eligible PAYG software licenses that are no-charge under standard
terms, eligible PAYG software licenses are available for deployment
on virtual machines under the terms of this promotion at no charge
for the duration of the promotional period.

the Development Use Only (DUO) license option allows you to use
the software for development at no charge as an eligible Independent
Solution Vendor or systems integrator.

Upon conclusion of the promotional period, unless you notify IBM to terminate
the IBM
SmartCloud Enterprise service and close your Account, you will
have access to the full standard Services options and Image Asset
Catalog, and then current charges will begin for all active Services
under the then current standard terms of the Agreement.

For a list of eligible services and software images, including
available licensing options, refer to the Qualifying/Eligible products section.

Start and/or end dates

Signed IBM SmartCloud Agreement
(Z125-8499) (including referenced applicable IBM SmartCloud Enterprise
Attachments) and IBM SmartCloud Enterprise Promotion
Attachment (Z125-8656-05) must be received by IBM on or after September 12, 2012,
but no later than October 26, 2012.

Unless you terminate your
Account prior to the November 11, 2012 promotion end date, the service
will continue beyond the promotional period under the then current
terms of the IBM
SmartCloud Agreement (Z125-8499) including the IBM SmartCloud Enterprise
Service Description and Charges Schedule Attachments. You will be
responsible for all charges for all Services in use or ordered after
November 11, 2012.

For service that is terminated, the IBM SmartCloud Enterprise
Agreement (Z125-8499) and IBM SmartCloud Enterprise Promotion
Attachment (Z125-8656-05) will end on the date the service is terminated.

Where is it available?

This promotion is available only in:

the United States and its territories

Canada

This promotion is not available in the IBM - Caribbean North District.

Continuation of the IBM SmartCloud Enterprise service
after the promotional period will allow you to access additional service
options and IBM Cloud
data centers, worldwide under the then current terms.

To avoid any unexpected charges at the end of the promotional period,
you are responsible for deleting any Instances, Private Images, storage,
or other services options created during the promotional period that
you do not want to continue to be charged for. Termination of the
service will cause all Instances, Private images, and Content created
during use of the service to be deleted.

If you do not wish to continue with the services after the promotion
period, you are responsible for notifying IBM to terminate your account.

IBM reserves
the right to modify or withdraw this promotion at any time.

This promotion is subject to the terms and conditions of any applicable
Agreements.

ibm.com

For
information on IBM special
offers, refer to the following Web sites:

IBM -
Caribbean North District information

Business Partner information

IBM Business
Partner - Distributors; IBM Business
Partner - Solution Providers and Resellers who acquire products from IBM; IBM Business Partner
- Solution Providers and Resellers who acquire products from IBM Business Partner
- Distributors; and IBM Business
Partner - Systems Integrators may access information for the corresponding
Business Partner offer. Due to participation eligibility, Business
Partners may not be able to view every offer. PartnerWorld® ID and password required
(use IBM ID).

Business Partner Announcement Letters 512-411 and 512-412

Order now

To order, contact the Americas Call Centers, your local IBM representative,
or your IBM Business
Partner.

To identify your local IBM representative or IBM Business Partner, call 800-IBM-4YOU
(426-4968).

The Americas Call Centers, our national direct marketing organization,
can add your name to the mailing list for catalogs of IBM products.

Trademarks

IBM, Build Forge, Cognos, Domino, Express, InfoSphere,
Informix, Lotus, PartnerWorld, Rational, WebSphere, and ibm.com are
registered trademarks of International Business Machines Corporation
in the United States or other countries or both.

IBM SmartCloud is a trademark of International
Business Machines Corporation in the United States or other countries
or both.

Linux is a registered trademark of Linus Torvalds
in the United States, other countries or both.

Microsoft and Windows are trademarks of Microsoft
Corporation in the United States, other countries or both.

Other company, product or service names may be
trademarks or service marks of others.